UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Viela Bio, Inc.
(Name of Subject Company (Issuer))
Teiripic Merger Sub, Inc.
A direct wholly owned subsidiary of
Horizon Therapeutics USA, Inc.
An indirect wholly owned subsidiary of
Horizon Therapeutics Public Limited Company
(Name of Offerors)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
926613100
(CUSIP Number of Class of Securities)
Timothy P. Walbert
Chairman, President and Chief Executive Officer
Horizon Therapeutics plc
Connaught House, 1st Floor
1 Burlington Road
Dublin 4, D04 C5Y6, Ireland
011-353-1-772-2100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Barbara L. Borden
Rama Padmanabhan
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
$3,052,416,441.80 | $333,018.63 |
* | Estimated solely for purposes of calculating the filing fee. The transaction valuation was calculated by adding (i) 54,904,033 outstanding shares of common stock of Viela Bio, Inc. (“Viela”), par value $0.001 per share (the “Shares”), multiplied by the offer price of $53.00 per Share and (ii) 4,216,056 Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $53.00 per Share, multiplied by $33.80, which is the offer price of $53.00 per Share minus the weighted average exercise price for such options of $19.20 per Share. The calculation of the filing fee is based on information provided by Viela as of February 7, 2021. |
** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2021, issued August 26, 2020, by multiplying the transaction valuation by .0001091. |
☐ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | N/A | Filing Party: | N/A | |||
Form or Registration No.: | N/A | Date Filed: | N/A |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ | third-party tender offer subject to Rule 14d-1. |
☐ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) relates to the offer by Teiripic Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of Horizon Therapeutics USA, Inc., a Delaware corporation (“Parent”) and an indirect wholly owned subsidiary of Horizon Therapeutics plc, a public limited company organized under the laws of Ireland (“Ultimate Parent”), to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Viela Bio, Inc., a Delaware corporation (“Viela”), at a price of $53.00 per Share, net to the holder thereof, in cash, without interest, subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 12, 2021 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
Item 2 . Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Viela Bio, Inc. Viela’s principal executive offices are located at One Medimmune Way, First Floor, Area Two, Gaithersburg, Maryland. Its telephone number at such address is 240-558-0038.
(b) This Schedule TO relates to the Shares. According to Viela, as of the close of business on February 9, 2021, there were (i) 54,904,033 Shares issued and outstanding and (ii) 4,216,056 Shares subject to issuance pursuant to outstanding options to acquire Shares.
(c) The Shares are traded on The Nasdaq Global Select Market under the symbol “VIE.” The information set forth in Section 6 — “Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a)-(c) This Schedule TO is filed by (i) Ultimate Parent, (ii) Parent and (iii) Purchaser. The information set forth in Section 8 — “Certain Information Concerning Ultimate Parent, Purchaser and Parent” in the Offer to Purchase and in Schedule I of the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i)-(viii), (x) and (xii) The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Summary Term Sheet
Section 1 | — | “Terms of the Offer” | ||||
Section 2 | — | “Acceptance for Payment and Payment for Shares” | ||||
Section 3 | — | “Procedures for Tendering Shares” | ||||
Section 4 | — | “Withdrawal Rights” | ||||
Section 5 | — | “Certain Material U.S. Federal Income Tax Considerations” | ||||
Section 11 | — | The Transaction Documents | ||||
Section 13 | — | “Certain Other Effects” | ||||
Section 15 | — | “Conditions of the Offer” |
Subsections (a)(1)(ix) and (xi) are not applicable.
(a)(2)(i)-(iv) and (vii) The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Summary Term Sheet
Section 1 | — | “Terms of the Offer” | ||||
Section 5 | — | “Certain Material U.S. Federal Income Tax Considerations” | ||||
Section 10 | — | “Background of the Offer; Contacts with Viela” | ||||
Section 11 | — | “The Transaction Documents” | ||||
Section 12 | — | “Purpose of the Offer and Plans for Viela” | ||||
Section 13 | — | “Certain Other Effects” |
Subsections (a)(2)(iv), (v) and (vi) are not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a), (b) The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Summary Term Sheet
Section 8 | — | “Certain Information Concerning Ultimate Parent, Purchaser and Parent” | ||||
Section 10 | — | “Background of the Offer; Contacts with Viela” | ||||
Section 11 | — | “The Transaction Documents” | ||||
Section 12 | — | “Purpose of the Offer and Plans for Viela” |
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (c)(1) and (c)(3)—(7) The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Summary Term Sheet
Section 6 | — | “Price Range of Shares; Dividends” | ||||
Section 11 | — | “The Transaction Documents” | ||||
Section 12 | — | “Purpose of the Offer and Plans for Viela” | ||||
Section 13 | — | “Certain Other Effects” | ||||
Section 14 | — | “Dividends and Distributions” |
Subsection (c)(2) is not applicable.
Item 7. Source and Amount of Funds or Other Consideration.
(a), (d) The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Summary Term Sheet
Section 9 | — | “Source and Amount of Funds” | ||||
Section 11 | — | “The Transaction Documents” |
(b) The Offer is not subject to a financing condition.
Item 8. Interest in Securities of the Subject Company.
The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Summary Term Sheet
Section 8 | — | “Certain Information Concerning Ultimate Parent, Purchaser and Parent” | ||||
Section 11 | — | The Transaction Documents | ||||
Section 12 | — | Purpose of the Offer and Plans for Viela |
Schedule I
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
(a) The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Summary Term Sheet
Section 3 | — | “Procedures for Tendering Shares” | ||||
Section 11 | — | “The Transaction Documents” | ||||
Section 17 | — | “Fees and Expenses” |
Item 10. Financial Statements.
(a), (b) Not applicable.
Item 11. Additional Information.
(a)(1) Except as disclosed in Items 1 through 10 above, there are no present or proposed material agreements, arrangements, understandings or relationships between (i) Ultimate Parent, Parent, Purchaser, or any of their respective executive officers, directors, controlling persons or subsidiaries and (ii) Viela or any of its executive officers, directors, controlling persons or subsidiaries.
(a)(2)-(4) The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Summary Term Sheet
Section 11 | — | “The Transaction Documents” | ||||
Section 13 | — | “Certain Other Effects” | ||||
Section 15 | — | “Conditions of the Offer” | ||||
Section 16 | — | “Certain Legal Matters; Regulatory Approvals” |
(c) The information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference.
* | Filed herewith. |
# | Certain portions of this exhibit (indicated by “[***]”) have been omitted as the registrant has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the registrant if publicly disclosed. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 12, 2021
Teiripic Merger Sub, Inc. | ||
By: | /s/ Timothy P. Walbert | |
Name: Timothy P. Walbert | ||
Title: President |
Horizon Therapeutics USA, Inc. | ||
By: | /s/ Timothy P. Walbert | |
Name: Timothy P. Walbert | ||
Title: President and Chief Executive Officer |
Horizon Therapeutics plc | ||
By: | /s/ Timothy P. Walbert | |
Name: Timothy P. Walbert | ||
Title: Chairman, President and Chief Executive Officer |
QuickLinks
Item 2. Subject Company Information.
Item 3. Identity and Background of Filing Person.
Item 4. Terms of the Transaction.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 7. Source and Amount of Funds or Other Consideration.
Item 8. Interest in Securities of the Subject Company.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
Item 10. Financial Statements.
Item 11. Additional Information.